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HISTORY: Onslaught was a sentient psionic
entity created from the consciousness of two mutants: Professor
Charles Xavier, telepathic founder of the heroic X-Men,
and the charismatic subversive known as Magneto,
Master of Magnetism. During a battle between the X-Men and
Magneto's Acolytes,
Xavier used his telepathic powers to shut down Magneto's
mind, rendering him catatonic. During the psionic contact,
Magneto's anger, grief and lust for vengeance entered Xavier's
consciousness; commingling with every long-suppressed negative
feeling Xavier had endured during the last 30 years. This
aggregation resulted in the being known as Onslaught.

Onslaught remained dormant for some time. Gradually, Xavier's frustration with
his dream of mutant-human harmony began to increase, exacerbated by the daily
growth of anti-mutant hysteria, the deaths of dozens of mutants from the lethal
Legacy Virus, and his own failed attempt to rehabilitate the mutant sociopath
called Sabretooth. Xavier reached his breaking
point when anti-mutant humans killed a young mutant near the grounds of the
Xavier Institute for Higher Learning,
the secret base of the X-Men. It was at this point that Onslaught awakened within
Xavier and began to manifest himself to others.

Following an encounter with the mystically empowered criminal called the Juggernaut
(Xavier's stepbrother, Cain Marko), Onslaught invaded a government-sanctioned
Sentinel base. He downloaded the current
specifications for the mutant-hunting androids and erased portions of the memories
of the employees working in the clandestine factory. Soon after, while hiding
in Xavier's mind, Onslaught encountered the telepathic, telekinetic X-Man.
He pulled the Professor's body from the astral plane, a feat never before achieved.
Through X-Man's actions, Onslaught was able to escape Xavier's mind and move
independently. After taking full possession of the Professor's mind and body,
Onslaught-as-Xavier called together the X-Men. When they resisted his plan to
turn them into soldiers fighting a total war against humans, Onslaught revealed
himself to the X-Men and attempted to destroy the outlaw adventurers. The time-tossed
mutant soldier called Bishop, remembering childhood
stories of a traitor betraying and killing the X-Men, began to realize that
the guilty party was Xavier as Onslaught. Bishop rescued his teammates. Taking
Xavier's body with him, Onslaught escaped.

Once free, Onslaught created a childlike psionic projection named Charles to
gain the trust of young Franklin Richards,
a mutant possessing the latent power to alter reality. Onslaught succeeded in
capturing the child despite a rescue attempt by Franklin's parents, Mister
Fantastic and Invisible Woman, members
of the legendary super-team known as the Fantastic
Four. Now carrying Franklin and Xavier, Onslaught captured X-Man, intending
to use his raw psionic power to fuel Onslaught’s plans to transform the
human race into a collective consciousness. Onslaught returned to New York,
reprogramming the Sentinel robots to obey his commands and form a protective
circle around Manhattan, sealing off the island from the rest of the world.

The X-Men, the Fantastic Four and the Avengers,
Earth's Mightiest Heroes, challenged Onslaught. Their first confrontation with
the entity and his minions resulted in the rescue of a now-powerless Xavier,
who retained his usual benevolent personality. Onslaught now existed as psionic
energy contained within his armor. A second and final confrontation occurred
at his Central Park citadel. After a number of attempts to free Franklin and
X-Man from Onslaught's seemingly impervious armor, the heroes regrouped. During
their next assault, X-Man Jean Grey used her
telepathy to turn off the part of the monstrous Hulk's
mind that contained the rationality of his alter ego, Dr. Bruce Banner. The
now-savage Hulk, possessed of a nearly animalistic intelligence and unbelievable
strength, battled Onslaught and tore apart his armor. The resulting explosion
of psionic energy separated Banner and the Hulk, and Onslaught was left as an
energy being, immune to most physical harm. Onslaught then used Franklin's powers
to create a second sun that would destroy the heroes and Manhattan.

The Avenger known as Thor,
Asgardian God of Thunder, master of storm and lightning,
flew into the energy being, disrupting Onslaught's form.
Realizing that Thor's efforts alone were insufficient to
destroy their adversary, the non-mutant members of the Avengers
and the Fantastic Four entered the energy field. The X-Men
were unable to do likewise, as it was theorized that if
Onslaught, a being of mutant origin, came to possess a mutant
host, he would become unstoppable. Onslaught dissolved,
seemingly destroyed, along with the heroes who had thrown
themselves into the rift. The remaining Sentinels were disabled,
Franklin and X-Man were rescued, and Manhattan was returned
to normal. Later, it was revealed that the Avengers and
the Fantastic Four did not die, as had been surmised. Rather,
the heroes were reborn in a pocket universe created by Franklin.
The Avengers and the Fantastic Four returned to their rightful
home months later, possessing only hazy memories of their
time on Counter-Earth.

HEIGHT: 6 ft. in Professor X's body, 10
ft. in his own form; could grow more than two stories tall
WEIGHT: 190 lbs. in Professor X's body,
900 lbs. in his own form EYES: Field of redHAIR: None

SUPERHUMAN POWERS: Onslaught possessed
the combined mutant abilities of his progenitors Professor
X and Magneto. He could induce illusions, temporary mental
or physical paralysis, loss of specific memories, or total
amnesia; project mind-numbing mental bolts; and sense the
presence of mutants within a small radius. Also, Onslaught
was able to shape and manipulate magnetic fields, both natural
and artificial. Using his powers to augment his strength,
he could lift up to 100 tons. Other abilities included telekinesis
and astral projection.